Client Terms

Please be respectful and know that everyone is trying their best.

The best work happens with transparency, where respect, clear communication and constructive feedback is encouraged. We ask anyone working with Freeely to treat people the way they'd like to be treated.

In the end, you're responsible for the decisions you make and the actions you take

Our role is to help facilitate the best possible work and collaboration that we can. We take that role seriously and will always do our utmost best to make it happen. Ultimately though, the responsibility stops at you.

No funny business when it comes to payment

Payment for projects is taken in money - not equity or cryptocurrency. We take payment up front for each month of the project and release it for the specialist’s services at the end of the following month. After this payment is made monthly on the last day of the month.

Please note: we're running a business too  

We have intentionally designed a platform experience which encourages users, clients and Professionals to stay "on platform". If you try to go around us, we will have our rights set out in these terms and conditions.

Freeely is Freeely Limited (company number 16036570) with registered office at 109 Campden Hill Road. Freeely is a United Kingdom (UK) based employment agency and employment business for the purposes of the Conduct of Employment Agencies and Freeely Regulations 2003 (Conduct Regulations) and regulated by the UK’s Employment Agency Standards Inspectorate. Client means a client approved by Freeely to use the platform and services available at workfreeely.com (Platform).

In these terms and conditions each of Freeely and Client is a Party and together they are the Parties.

Clients use Platform to find freelancers registered with Platform (Professionals) and manage contracts and payments. Freeely provides information to Client which identifies a Professional via the Platform or via the Platform Customer Team (Introduce). Professionals Introduced by Freeely provide their services under a contract for professional services and determine their own fees for their services (Professional Fees). Clients on Platform are clients of the Professionals and therefore Freeely does not operate as a temporary worker agency for the purposes of the Agency Workers Regulations 2010 (AWRs). Professionals provide services to their clients through a variety of models entirely at their discretion, including as sole traders (Sole Traders), via so-called personal services companies (PSCs), or as employees of umbrella companies or consultancies (Employers).

Professionals are under no obligation to consider or agree to provide their services for any potential project submitted by Clients (Available Project). Clients are under no obligation to accept the services of any Professionals responding to Available Projects. Whilst Freeely’s Platform Customer Team may support Client’s use of Platform and documenting what is agreed between Clients and Professionals, Freeely has no day-to-day control over Clients’ and Professionals’ decisions, including the types of projects available, the services provided and rates charged by Professionals, or any other arrangements for projects (such as when, where and how the Available Project is delivered (Project) to Client by Professional). These are practical matters agreed directly between Clients and Professionals which are documented in a statement of work distributed via the Platform (SOW). The SOW also records if the Professional (if incorporated) has opted out of the Conduct Regulations.

Sign up to use Platform at workfreeely.com/register
By submitting a request to use Platform, user expressly confirms to Freeely:

·        That user has read and agrees to Freeely’s terms of service and will comply with them.

·       That if user is registering on behalf of their employer or any other person, that user has authority to register and agree to Freeely’s terms of service on that person’s behalf (which will be legally binding on that other person).
If you cannot agree to the Freeely terms of service, please do not submit a request to use Freeely’s services.

Any person using Platform will be bound by Freeely’s terms of service (as updated and published by Freeely from time to time at workfreeely.com/terms) for so long as Client has a user login to Platform.

Freeely will consider each request to use Platform and determine which potential clients to register as Clients. If Freeely accepts a potential client as a Client, Freeely will confirm this to Client by notifying Client by email or signing an order form (Order Form), each of which is Platform Acceptance.

With effect from the point of Platform Acceptance the Parties agree to be bound by the Freeely Client Terms below. An agreement subject to the Freeely Client Terms shall be in place from Platform Acceptance until termination under the Freeely Client Terms (Agreement).

The Freeely Client Terms comprise:
Part A: Client Platform Terms – these apply between Freeely and Client and govern how Client uses Platform

and the relationship between Freeely and Client generally.

Part B: Professional Supply Terms – these apply between Freeely and Client when Freeely Introduces and supplies the services of a Professional. For each Project that Freeely introduces and supplies the Professional for, a separate Professional Supply Contract is formed between Freeely and Client under the Professional Supply Terms when the SOW is agreed.

Part C: Marketplace Terms – these apply between Client and Professional when Freeely only Introduces the Professional for an Available Project. For each Available Project that Freeely only introduces the Professional for, a separate Marketplace Contract is formed between Client and the supplier of the Professional (i.e., Sole Trader/PSC/Employer) under the Marketplace Terms when the SOW is agreed.

The Freeely Client Terms were last updated on 19 November 2024. For any questions, please contact info@workfreeely.com.

Part A: Client Platform Terms

ONBOARDING

1.     1.1  At Platform Acceptance Freeely will begin the process of onboarding Client (Onboarding). Client shall provide all

information requested by Freeely for Onboarding.

2.     1.2  The Client shall ensure that all information provided to Freeely does not contain any material which could be regarded as offensive, indecent, obscene, illegal, dishonest, untruthful, defamatory or discriminatory.

3.     1.3  Client shall keep all logins to Platform (User Credentials) secret and secure and not allow any person to share any logins. Client is responsible for all use of Platform by Client, employees, workers, contractors, directors, officers, agents, outsourcers and sub-contractors (Client Users). Client shall procure Client Users’ compliance with The Agreement.

4.     1.4  Off-Payroll Working Rules means Chapter 10, Part 2, ITEPA and the HMRC guidance set out at https://www.gov.uk/hmrc-internal-manuals/employment-status-manual/esm10000. As part of onboarding Client shall confirm to Freeely whether it is a medium or large sized non-public sector organisation for the purposes of the Off- Payroll Working Rules, as set out here: https://www.gov.uk/hmrc-internal-manuals/employment-status- manual/esm10006.

5.     1.5  When Onboarding is complete Freeely will begin matching Professionals from its marketplace (Marketplace) to Client requests.

2. RELATIONSHIP MANAGEMENT & PLATFORM SUCCESS

1.     2.1  Client shall appoint a relationship contact (Client Contact). Professional Supply Contact and Freeely’s account manager (Freeely Contact) shall meet as may be reasonable to discuss Client’s use of Platform to gather feedback and drive the success of the relationship and Client’s use of Platform.

2.     2.2  Clients may also draw on the support of the Platform Customer Team to help them frame the contents of any draft SOW being prepared for the Freeely matching process. Unless agreed differently between Client and Professional, Available Projects are presented to Professionals as being engaged on a month-by-month basis (Project Month) subject to a standard two week notice period before the end of a Project Month. If Client requires a different period for an Available Assignment, Client shall inform Freeely.

3.     2.3  Client shall in its use of Freeely’s services (Services): (a) provide Freeely with all necessary information and co-operation in a timely, accurate, complete and compliant manner, as may be required by Freeely to enable Client to use Platform (including for compliance purposes); (b) comply with Applicable Law (as the context requires: (i) applicable UK laws (including the Off-Payroll Working Rules), regulations (including the Conduct Regulations), regulatory requirements and mandatory codes of practice (UK Law); and/or (ii) Client’s applicable local laws, regulations, regulatory requirements and mandatory codes of practice (Local Law), each as amended and in force from time to time); and (c) not knowingly or recklessly do, or omit to do, anything which may cause Freeely or any other person using Platform to be in breach of Applicable Law or suffer reputational damage.

4.     2.4  Professionals are critical to the success of the Platform. They have also chosen to be freelancers and Freeely wants to keep them happy and productive members of the Marketplace. Therefore, Client shall, within reason given the nature of the Project, allow Professional to determine where, when and how the Professional delivers the Project. Client shall: (a) not by any act or omission subject the Professional to Client’s supervision, direction or control as interpreted by Applicable Law relating to tax (unless for an Inside IR35 Project in compliance with the Off-Payroll Working Rules); or (b) not by any act or omission manage the delivery of any services being delivered by the Professional in such a manner as to cause Professional to be employed as interpreted by Applicable Law relating to tax. Client shall: (a) not do anything or act in any way which may result in any Professional: (a) being treated as any employee or worker of Client under Applicable Law relating to employment or labour law and/or employment status; or (b) being provided with any benefits usually available solely to employees and/or workers of Client; (c) not knowingly or recklessly do, or omit to do, anything which may cause a Professional to be in breach of Applicable Law or suffer reputational damage; (d) treat Professional with respect and irrespective of their physical appearance, age, sex, marital or family status, health or pregnancy status, sexual orientation or gender identity or expression, religion, religious belief, trade union membership, colour, race,ethnic or national origin or any disability which they may have; and (e) not bully, harass or otherwise unlawfully discriminate against any Professional.

5.     2.5 Agency Rules apply with respect to sole traders and means Chapter 7, Part 2 ITEPA, section 44, and the HMRC guidance set out at https://www.gov.uk/hmrc-internal-manuals/employment-status-manual/esm2034. Client shall answer any reasonable enquiries for any Available Project to assess if the Agency Rules apply. If the Agency Rules apply, Client acknowledges that Freeely has a legal obligation to ensure PAYE is deducted at source. Professional will be invited to supply their services via an umbrella company. Whether the affected Professional proceeds to agree the draft SOW on this basis is entirely the choice of the Professional.

3. PLATFORM TECHNOLOGY

1.     3.1  Intellectual Property Rights means all vested and future rights of copyright and related rights, design rights, database rights, patents, rights to inventions, trade marks and get-up (and goodwill attaching to those trade marks and that get up), domain names, social media assets, applications for and the right to apply for any of the above, moral rights, goodwill (and the right to sue for passing off and unfair competition), rights in know-how, rights in confidential information, rights in computer software, and any other intellectual or industrial property rights or equivalent forms of protection, whether or not registered or capable of registration, and all renewals and extensions of such rights, whether now known or in future subsisting in any part of the world.

2.     3.2  Nothing in Client Platform Terms shall transfer the Intellectual Property Rights of Freeely or its licensors to Client or any third party.

3.     3.3  Freeely or its licensors own all Intellectual Property Rights in Platform and Services, including design, look and feel, functionality, underlying code and databases and development plans/roadmap (Freeely Technology). The underlying code and databases of Platform are trade secrets.

4.     3.4  Freeely shall use reasonable skill and care to keep the Freeely Technology operational.

5.     3.5  Freeely keeps users of Platform informed of any scheduled outages for maintenance. Should any part of the Platform controlled by Freeely suffer any unexpected outage, Freeely shall use good industry practice to work the problem, including diagnosis, applying patches, hot fixes and workarounds. During any outage Client can still engage Professionals manually using the support of the Platform Customer Team.

6.     3.6  The Freeely name, Freeely logo and any other Freeely trade marks, service marks and brand properties (such as domain names and social media assets) used in connection with Freeely or Platform are trade marks and registered trade marks of Freeely (Freeely Marks). Other than as necessary to use Platform in accordance with Client Platform Terms, Client is not granted any rights or licences in Freeely Marks.

7.     3.7  Subject to Client’s compliance with Client Platform Terms, Freeely grants Client a non-exclusive, non-transferable, world-wide right, without the right to grant sub-licences (save as permitted by 3.11), to: (a) via a browser login and use Platform in accordance with its functionality; and (b) view and use user materials (User Materials), in each case solely as necessary for Client to use the Platform internally for its intended purpose.

8.     3.8  Client hereby grants to Freeely a royalty-free, transferable, world-wide right to copy, display, distribute, modify and otherwise use any information or materials provided or uploaded by Client or on Client’s behalf by any other person (Client Uploads) in connection with Freeely providing Platform to Client.

9.     3.9  In addition to the licence in clause 3.8, Client grants Freeely a perpetual right to use Client Uploads solely for Freeely’s lawful internal business purposes, expressly including: (a) providing compliance related Client Uploads to the intended recipients under Applicable Law; (b) documenting Freeely’s compliance with Applicable Law (including for internal and external audit); (c) obtaining advice from Freeely’s legal, tax and accountancy advisers; and (d) evidencing Freeely’s compliance with Applicable Law to any person charged with a regulatory function under Applicable Law.

10.  3.10  Where Platform provides functionality for Client to download any contracts, compliance documents or other information (Client Downloads), Freeely grants Client a perpetual right to use Client Downloads solely for Client’s lawful internal business purposes. Client’s internal business purposes expressly include: (a) providing compliance related Client Downloads to the intended recipients under Applicable Law; (b) documenting Client’s compliance with Applicable Law (including for internal and external audit); (c) obtaining advice from Client’s legal, tax and accountancy advisers; and (d) evidencing Client’s compliance with Applicable Law to any person charged with a regulatory function under Applicable Law.

11.  3.11  Unless required by Applicable Law, Client may not sub-licence Freeely Technology (including User Materials and Client Downloads) to any third party outside of the scope of the licences in clause 3.

12.  3.12  Freeely may collect information reflecting the access or use of Platform by users, including visit, session and statistical or other analysis, information or data based on or derived from any of the foregoing (Usage Data) and may aggregate and/or anonymize Usage Data to use for statistical purposes and share samples of such aggregated and/or anonymized Usage Data with other persons outside Freeely, including potential clients and investors in Freeely.

13.  3.13  To the extent Client provides any suggestions, comments or other feedback related to the Services (Feedback) Client hereby grants Freeely a non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, transferable world-wide license to copy, display, distribute, perform, modify and otherwise use Feedback in any way and without limitation.

14.  3.14  Except as expressly permitted by Freeely under Client Platform Terms, Client shall not: (a) otherwise use, copy, modify, adapt or create derivative works of any Freeely Technology or Client Downloads; (b) attempt to translate, decompile, disassemble, reverse engineer or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs of Freeely Technology unless mandated by UK Law; (c) conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other data collection activity, whether or not systematic or automated; (d) incorporate Freeely Technology or Client Downloads into any product or service provided by Client; (e) assign, transfer, sublicence, rent, lease, resell, provide access to, distribute or otherwise deal in or encumber Freeely Technology; (f) remove, obscure, or alter any copyright, trademark, or other proprietary rights notices, or any of Freeely’s or any third party’s branding, that Platform causes to be displayed when used (including as part of any Client Downloads); (g) falsify or delete any attributions or legal notices or misrepresent the source or ownership of material; (Freeely) publicly disseminate non-public information regarding the functionality, operation or performance of Platform; (i) use Platform for competitive analysis or to build competitive products or services; or (j) use Platform or Client Downloads, or permit Platform or Client Downloads to be used, for the benefit or on behalf of any third party.

15.  3.15  Each Party shall use good industry practice to ensure that no Malicious Item is connected to, ingested into, transmitted through, or stored on, Platform. Malicious Item means any thing or device (including any software, code, file or program) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, (b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise) or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

4. WHEN FREEELY ACTS AS AN EMPLOYMENT BUSINESS

1.     4.1  For the purposes of the Conduct Regulations, Freeely acts as an employment business in relation to the supply of any Professional to Client for a Project.

2.     Professional to Client, Client shall provide the following information to Freeely via Platform or Platform Customer Team (to be confirmed in writing via the Platform) for the Available Project: (a) Available Project start date; (b) type of Professional; (c) an overview of the Available Project Freeely is being asked to supply the Professional for; (d) the location where the Professional will normally be expected to undertake the Available Project; (e) the duration or likely duration of the Available Project; (f) days and hours the Professional will provide their services for the Available Project; (g) details of any potential health and safety risks associated with the Available Project and what steps Client has taken to prevent, mitigate or control these risks; (Freeely) details of any experience, training, qualifications or authorisations the Professional must have for the Available Project, including as required by Client, any professional body or Applicable Law; (i) the minimum amount of fees and other benefits the Professional can charge during the Available Project; (j) details of any expenses which might be payable to or by the Professional; (k) the frequency Client will pay Freeely for the Professional; and (l) the length of notice the Professional or Client would need to give to terminate the Available Project early.

3.     4.3  Freeely shall Introduce to Client only Professionals who are suitable to be supplied by Freeely based on the criteria provided by Client and who have an interest in the Available Project for which they are Introduced.

4.     4.4  Freeely cannot guarantee to find a suitable Professional for each Available Project and gives no warranties as to the suitability of any Professional it Introduces and/or supplies.

5.     4.5  Client acknowledges that it has sufficient opportunity to consider the experience, training and qualifications of the Professional. Client shall not agree an SOW with a Professional unless it considers the Professional to be suitable for the Available Project. Client is responsible for taking up references and checking the validity of qualifications and authorisations.

6.     4.6  Freeely will inform Client if the Professional meets the conditions of liability under the Off-Payroll Working Rules (PSC Professional). If Client is subject to the Off-Payroll Working Rules, Client shall comply with the applicable obligations under the Off-Payroll Working Rules using reasonable care as set out at https://.gov.uk/hmrc-internal- manuals/employment-status-manual/esm10014, including in: (a) carrying out a status assessment on the Professional and providing the Status Determination Statement to Freeely and Professional as a pdf before agreeing the SOW; and (b) having in place and correctly following a Client Led Disagreement Process.

7.     4.7  Client is responsible for all right to work checks which it may require under the Immigration Asylum and Nationality Act 2006, the Immigration Act 2016 and other Applicable Law regarding the reporting of labour movements, concealed employment and the employment of foreign workers.

8.     4.8  Client shall, within 24 hours of Freeely’s first provision of information relating to Professional’s identity, inform Freeely if Client believes that it is aware of the identity of Professional other than via Freeely. Client agrees that it will be deemed not to have been aware of the identity of Professional prior to Freeely’s provision of the information relating to Professional’s identity if Client fails to provide such a notice within the 24 hours.

9.     4.9  With effect from the point the Platform records the agreed SOW, Freeely and Client agree to be bound by the Professional Supply Terms at Part B, and a single Professional Supply Contract is formed directly between Freeely and Client for the Project set out in the SOW. (At the same time, a separate single Professional Contract is formed directly between Professional and Freeely subject to separate Professional Terms.)

10.  4.10  If, after the SOW has been agreed, Freeely receives information that gives it reasonable grounds for believing that the Professional is unsuitable for the Available Project, Freeely shall inform Client and (unless Client reasonably requests otherwise) Freeely shall give immediate notice to Professional to terminate the corresponding agreement between Professional and Freeely (Professional Contract).

5. WHEN FREEELY ACTS AS AN EMPLOYMENT AGENCY

1.     5.1  For the purposes of the Conduct Regulations, Freeely acts as an employment agency in relation to the Introduction (but not supply) of Professional to Client for a Project.

2.     5.2  Before Freeely introduces Client to any Professionals, Client shall provide the following information to Freeely via Platform or Platform Customer Team (to be confirmed in writing via the Platform): (a) Available Project start date; (b) type of Professional; (c) an overview of the Available Project the Professional is being directly engaged for; (d) the location where the Professional will normally be expected to undertake the Available Project; (e) the duration or the likely duration of the Available Project; (f) days and hours the Professional will provide their services for the Available Project; (g) details of any potential health and safety risks associated with the Available Project and what steps Client has taken to prevent, mitigate or control these risks; (Freeely) details of any experience, training, qualifications or authorisations the Professional must have for the Available Project, including as required by Client, any professional body or Applicable Law; (i) the minimum amount of fees and other benefits the Professional can charge Client during the Available Project; (j) details of any expenses which might be payable to or by the Professional; (k) the frequency that Client will pay Professional during the Available Project; and (l) the length of notice the Professional or Client would need to give to terminate the Available Project early.

3.     5.3  Freeely shall Introduce to Client only Professionals who are suitable based on the criteria provided by Client and who have an interest in the Available Project for which they are Introduced.

4.     5.4  Freeely cannot guarantee to find a suitable Professional for each Available Project and gives no warranties as to the suitability of any Professional it introduces.

5.     5.5  Client agrees that it shall not offer an Available Project to a Professional unless it also considers the Professional to be suitable for the Available Project. Client is responsible for taking up references and checking the validity of qualifications and authorisations. Client shall have sole responsibility to check for such suitability, validity of qualifications and authorisations, and to take up references.

6.     5.6  Client is responsible for all right to work checks which it may require under the Immigration Asylum and Nationality Act 2006, the Immigration Act 2016 and other Applicable Law regarding the reporting of labour movements, concealed employment and the employment of foreign workers.

7.     5.7  Client shall, within 24 hours of Freeely’s first provision of information relating to Professional’s identity, inform Freeely if Client believes that it is aware of the identity of Professional other than via Freeely. Client agrees that it will be deemed not to have been aware of the identity of Professional prior to Freeely’s provision of the information relating to Professional’s identity if Client fails to provide such a notice within the 24 hours.

8.     5.8  With effect from the point the Platform records the agreed SOW, Client agrees to be bound by the Marketplace Terms at Part C, and a single Marketplace Contract is formed directly between Client and Professional for the Project set out in the SOW.

9.     5.9  Freeely is not a party to the Marketplace Contract, but Professional authorises Freeely as its commercial agent to promote Professional to Clients, to conclude the SOW under the Marketplace Contract, and to receive payment of the Professional Fees on Professional’s behalf. In this limited capacity, Freeely is neither the buyer nor the seller of the Project Services. Freeely is not the Professional’s legal agent for any purpose. Professional is the supplier of record for the Project Services, but Client pays payment partner for the Project Services. Client’s obligation to pay for the Project Services is satisfied when Client properly pays the applicable Professional Fee via the payment partner. Because Freeely concludes the SOW on behalf of the Professional, and Client’s payment to payment partner satisfies Client’s obligation to pay for the Project Services, Freeely’s name may appear on invoices/card statements (which may also display Professional's name). Client may only pay for Project Services via the payment partner and the Professional shall not invoice Client outside of the Platform. Except as otherwise expressly provided in this Marketplace Contract, Freeely is not the agent, intermediary or other representative of the Professional.

10.  5.10  If, after the SOW has been agreed, Freeely receives information that gives it reasonable grounds for believing that the Professional is unsuitable for the Available Project, Freeely shall inform Client.

6. CHARGES & TAXES

1.     6.1  Freeely’s charges to Client are set out on Platform (including for any Professional Fees charged by the Professional) and/or Order Form and in clauses 6.6 and 6.7 (Charges). The Charges are invoiced and payable in the same currency (GBP/USD/EUR). Client is responsible for any exchange rate fees and risk it incurs. Client shall pay Freeely the Charges. The Professional Supply Terms set out how payments subject to the Off-Payroll Working Rules are treated.

2.     6.2  Client shall pay Freeely’s invoices as follows: (a) Credit Card payments: Freeely (via payment partner integration) will charge the credit card when Client and Professional confirm to Freeely that that SOW is agreed; (b) Invoice payments: Client shall pay Freeely by bank transfer (to the payment partner account) by the earlier of the Project start date or within 7 days of the date of the invoice; (c) under clauses 6.6 and 6.7: Client shall pay Freeely directly by bank transfer within 14 days of the date of the invoice. The Charges do not include value added tax or any tax of a similar nature applicable to payment of the Charges (VAT). Client shall pay any VAT in addition to the Charges without set-off or withholding and if withholding is required by Applicable Law, Client shall gross up its payment accordingly.

3.     6.3  If Client fails to pay in full on the due date any amount payable by it: (a) interest on the outstanding amount shall  accrue on a daily basis from the due date until the date of payment (whether before or after judgment) at the higher of: (i) 8% per annum above the base rate of the Bank of England or (ii) the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998; and (b) Client shall on demand reimburse Freeely against expenses reasonably incurred and evidenced in connection with recovery of unpaid amount.

4.     6.4  Unless required by the Off-Payroll Working Rules for a particular Project’s Professional Supply Contract (see clause 6.5), payment of the Professional Fee to Professional via Freeely is not subject to any withholding for National Insurance, income tax or other liability to taxation. This is the obligation of the Professional under Applicable Law.

5.     6.5  With respect to any Professional supplied by Freeely under a Professional Supply Contract who meets the conditions of liability under the Off-Payroll Working Rules (PSC Professional) and the supply is to a Client also subject to the Off- Payroll Working Rules: (a) if the Project/PSC Professional is assessed by Client as ‘Inside IR35’, then Freeely will account to HMRC in accordance with the Off-Payroll Working Rules (and (i) Freeely may add an amount to the Professional Fee to take account of the employer’s National Insurance and Apprenticeship Levy obligations of fee payer; and (ii) Freeely will procure the making of the PAYE deductions from the Professional Fee and account to HMRC); or (b) if the Project/PSC Professional is ‘Outside IR35’, then the PSC Professional will be paid without any withholding for National Insurance, income tax or other liability to taxation.

6.     6.6  If any Client group company (Client Group) Engages a Professional Introduced but not supplied by Freeely, Freeely shall invoice Client for the applicable Introduction Fee. Engage means to employ or engage a Professional Introduced via Freeely outside of Freeely, whether directly by Client or indirectly through Client Group or third party (including another employment agency or business, umbrella company, recruiter, platform, or any other form of supplier) and whether for a definite or indefinite period. Introduction Fee means the lesser of £20,000 or a fee equal to 20% of the projected first year remuneration/fees to be paid to Professional (a Professional is not considered Introduced by Freeely, and neither clause 6.6 nor clause 6.7 shall apply, if the Professional has an Existing Professional Relationship with Client). Existing Professional Relationship means and existing professional relationship between Client and Professionals where Client and/or Professional has a record to the reasonable satisfaction of Freeely showing that the Professional has supplied services to Client prior to that Professional’s registration on Platform.

7.     6.7  If Client Group Engages a Professional Introduced and supplied by Freeely, then: (a) if the Professional is in the UK, has not opted out of the Conduct Regulations, and the Engagement is during the Relevant Period: Client shall notify Freeely if it wishes to pay the Transfer Fee or book the Professional for an Additional Project; or (b) if the Professional has opted out of the Conduct Regulations or the Professional is outside the UK: Freeely shall invoice Client for the Transfer Fee. Additional Project means a project for a fixed term of 26 weeks. Relevant Period is calculated pursuant to the Conduct Regulations. Professional Average Day Rate is the Professional’s average day rate in Platform over the 12 months prior to being Engaged by Client (if the Professional has been on Platform less than 12 months, the average will be worked out based on the shorter period). Transfer Fee means the Professional Average Day Rate x 130. If Client wants to choose the Additional Project option, Client shall notify Freeely in writing within 3 days of the first date of the Engagement. Failure to provide notice in writing shall result in Client becoming immediately liable to pay the Transfer Fee. Freeely shall not be liable to Client for failure to provide the Professional for the Additional Project if such failure is beyond its reasonable control (for example, the Professional does not wish to be supplied to Client via Platform). If Freeely cannot provide the Professional for a reason beyond its control, Client shall pay the Transfer Fee.

7. RECORDS

7.1 For the duration of the Agreement and for a period of six years from the termination or expiry of the Agreement, Freeely shall maintain full and accurate records of: (a) the services provided by Freeely under the Agreement; (b) the terms on which it or any subcontractors engage any Professional; (c) the screening undertaken on any Professionals; and (d) its insurance certificates and details of cover.

8. CONFIDENTIALITY

1.     8.1  Confidential Information means all confidential or proprietary information (however recorded or preserved) that is disclosed or made available in any manner (in writing, orally or by access to computer systems or making available data files or in metadata) whether before or after Platform Acceptance, directly or indirectly, by or on behalf of the disclosing Party (Discloser) to the receiving Party (Recipient) or the Recipient’s Representatives. Confidential Information shall include: (a) any non-public terms agreed between the Parties; (b) information related to Freeely Technology (including design, look and feel, functionality, underlying code and databases and development plans/roadmap); (c) any trade secrets, any confidential commercial, financial or technical information, including methodologies, processes, procedures, systems or techniques; (d) any information, data or analysis derived from any Confidential Information; and (e) any other information which by its nature qualifies as confidential or proprietary under Applicable Law.

2.     8.2  Representatives means a Party’s: (a) employees, workers, contractors, directors, officers, agents, outsourcers and sub-contractors; and (b) investors and advisers.

3.     8.3  In consideration of Discloser making available the Confidential Information to the Recipient, the Recipient undertakes to the Discloser that it shall: (a) keep the Confidential Information secret and confidential; (b) not use or exploit the Confidential Information in any way, except for or in connection with, the relationship between the Parties under the Agreement; (c) establish and maintain reasonable security measures to provide for the safe custody of, and to prevent unauthorised access to, the Confidential Information disclosed to it at least to the standards that it would adopt for its own Confidential Information; and (d) only make disclosure of the Confidential Information in accordance with clauses 8.4 and 8.5. Any other disclosure can only be made with the Discloser's prior written consent.  

4.     8.4  The Recipient may disclose the Confidential Information to any of its Representatives and that need to know the relevant Confidential Information, provided the Recipient takes appropriate steps to ensure that all its Representatives given access to the Confidential Information are made aware of its confidential nature, and that they are bound by restrictions no less onerous than those placed on it by the Agreement.

5.     8.5  The Recipient may disclose the Confidential Information to the minimum extent required by: (a) any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction; (b) the rules of any listing authority or stock exchange on which its shares are listed; or (c) Applicable Laws.

6.     8.6  The obligations set out in clause 8.3 shall not apply, or shall stop applying, to Confidential Information which the Recipient can show to the Discloser's reasonable satisfaction: (a) that it is, or has become generally available to the public other than as a direct or indirect result of the information being disclosed by the Recipient in breach of the Agreement; (b) was already lawfully known to the Recipient before it was disclosed by the Discloser; (c) has been received by the Recipient from a third party source that is not connected with the Discloser and that such source was not under any obligation of confidence in respect of that information; or (d) was independently developed by it without access to or use of any of the Confidential Information (whether in unaided retained memory or otherwise).

7.     8.7  Nothing in the Agreement shall prevent any person from reporting any reportable offence to the relevant authorities.

8.     8.8  If requested by the Discloser at any time, the Recipient shall immediately destroy or return to the Discloser all documents and other records of the Confidential Information that have been supplied to or generated by the Recipient. If the Confidential Information is stored in electronic form, the Recipient shall erase all such Confidential Information from its computer and communications systems and devices used by it (to the extent reasonably technically practicable).

9.     8.9  Each Party acknowledges and agrees that the Confidential Information may not be accurate or complete and it makes no warranty or representation (whether express or implied) concerning the Confidential Information, or its accuracy or completeness.

10.  8.10  Without prejudice to any other rights or remedies that each Party may have, each Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this clause 8 by the other Party. Accordingly, each Party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this clause 8.

11.  8.11  The Recipient shall be responsible for any unauthorised disclosure or use by its Representatives of the Discloser’s Confidential Information, other than if such unauthorised disclosure or use was beyond its reasonable control.

12.  8.12  Client agrees that Freeely may include Client’s name in Freeely’s marketing materials. Freeely will follow Client’s brand guidelines.

9. DATA PROTECTION

1.     9.1  Data Protection Laws means the GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and any other UK Laws relating to personal data.

2.     9.2  GDPR means (a) the European Union General Data Protection Regulation (EU) 2016/679 on data protection and privacy for all individuals within the European Union (EU) and the European Economic Area; (b) the GDPR as incorporated into United Kingdom (UK) law by the Data Protection Act 2018 and amended by the Data Protection, Privacy and Electronic Communications (Amendments, etc.) (EU Exit) Regulations 2019 (each as amended, superseded, or replaced); and (c) any other data protection laws or regulations modelled on GDPR under Applicable Laws.

3.     9.3  In connection with any personal data processed by Freeely in connection with the Platform, Freeely shall comply with the Data Protection Laws relevant to the processing. Freeely’s privacy policy includes information about Freeely’s technical and organisational measures to keep personal data secure and a list of Freeely’s third party processors.

4.     9.4  In connection with any personal data processed by Client in connection with the Platform, Client shall comply with the Applicable Laws relevant to the processing.

5.     9.5  Each Party will take reasonable steps to ensure the reliability, integrity and trustworthiness of its Representatives with access to Shared Personal Data and/or Processor Personal Data (each as defined below).

Where Client and Freeely are independent controllers

6.     9.6  Clauses 9.6 to 9.9 apply to the sharing of personal data between the Parties as controllers.

7.     9.7  Each Party acknowledges that the Party (Data Discloser) will regularly disclose to the other Party (Data Recipient) personal data (Shared Personal Data) in connection with the Client’s use of the Platform (Agreed Purposes).

8.     9.8  Each Party shall: (a) ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes; (b) give full information to any data subject whose personal data may be processed in connection with the Platform; (c) process the Shared Personal Data only for the Agreed Purposes; (d) not disclose or allow access to the Shared Personal Data to anyone other than the intended recipients in the context of the Platform and each Party’s internal business purposes (Permitted Recipients); (e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by the Agreement; (f) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and (g) not transfer any personal data received from the Data Discloser outside the UK unless the transferor complies with Data Protection Laws.

9.     9.9  Each Party shall assist the other in complying with all applicable requirements of the Data Protection Laws. In particular, each Party shall: (a) consult with the other Party about any notices given to data subjects in relation to the Shared Personal Data; (b) promptly inform the other Party about the receipt of any data subject access request; (c) provide the other Party with reasonable assistance in complying with any data subject access request; (d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible; (e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities; (f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Laws; (g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of the Agreement unless required by law to store the personal data; (Freeely) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; (i) maintain complete and accurate records and information to demonstrate its compliance with clauses 9.8 and 9.9; and (j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Laws.

Where Freeely is a processor for Client

10.  9.10  If Freeely processes personal data only as processor for Client (Processor Personal Data) Freeely shall: (a) process Processor Personal Data only on Client’s written instructions; (b) keep the Processor Personal Data confidential; (c) comply with Client’s reasonable instructions with respect to processing Processor Personal Data (which are as required by Freeely to administer the Marketplace Contract); (d) only transfer the Processor Personal Data outside of the United Kingdom with Client’s prior written consent (which is hereby given unless stated otherwise in the Marketplace Contract; Freeely will comply with UK Data Protection Laws with respect to any international transfer of Processor Personal Data); (e) assist the Client at Client’s cost in responding to any data subject request and to ensure compliance with its obligations under the UK Data Protection Laws with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators; (f) notify Client without undue delay on becoming aware of a personal data breach of the Processor Personal Data; (g) at Client’s written request, delete or return the Processor Personal Data and any copies of the Processor Personal Data (unless required by any applicable law to store the Processor Personal Data); and (Freeely) maintain complete and accurate records and information to demonstrate compliance with this clause 9.10 and (subject to conflict of interest clearances) allow for audits by Client’s designated auditor.

10. WARRANTIES

1.     10.1  Except as expressly set out in the Agreement, all warranties, representations, conditions and all other terms and conditions of any kind whatsoever implied by Applicable Laws are, to the fullest extent permitted by Applicable Laws, excluded. In particular, Freeely is a UK-based business and makes no warranties whatsoever with respect to any non-UK Laws. If Client uses Platform from outside the UK, or uses Professionals located outside the UK, Client is solely responsible for ensuring that such use is compliant with Applicable Laws outside of the UK. The Platform is provided on an as is and as available basis.

2.     10.2  Each Party warrants and represents that: (a) it has full right, power and authority to agree to the Agreement; and (b) it holds all licences and consents necessary to carry out its obligations under the Agreement.

3.     10.3  Freeely warrants, represents and undertakes that: (a) it has full right, power and authority (including all applicable licences of Intellectual Property Rights) to provide Platform to Client as set out in the Agreement; (b) the use of Platform by Client in accordance with the Agreement does not infringe the Intellectual Property Rights of any third party in the UK; and (c) it is not a managed service company within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003.

4.     10.4  Client warrants, represents and undertakes that: (a) it shall not provide access to Platform to any person who is not a genuine and permitted Client User; (b) it has full right, power and authority (including all applicable licences of Intellectual Property Rights) to use any information provided to Freeely (including information about third parties in connection with any Available Project); (c) the use of Client Uploads in connection with Platform does not breach Data Protection Laws or any Applicable Laws governing confidential, secret or classified information; (d) the use of Client Uploads in connection with Platform does not conflict with any third party obligations to which Client is subject (including any contractual obligations with third parties); and (e) it will not use the Platform for any Available Projects which involve vulnerable persons (including persons who are young, elderly, inform or under the age of 18.

11. INDEMNITIES

1.     11.1  Losses means claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages and

losses (including all interest, fines, penalties, management time and legal and other professional costs and expenses).

2.     11.2  Freeely shall indemnify Client against Losses suffered or incurred by Client arising out of or in connection with any claim or allegation made by a third party against Client that use of Platform, as provided by Freeely under the Agreement, infringes the Intellectual Property Rights of a third party under UK Law.

3.     11.3  The indemnity in clause 11.2 shall not apply to the extent that any claim or allegation results from: (a) Client’s failure to use Platform in accordance with the reasonable instructions of Freeely; (b) Client’s use of Freeely Technology in combination with other software or data outside the ordinary functionality of the Platform; (c) Client Uploads; (d) Client’s use of Platform after notice of the alleged or actual infringement.

4.     11.4  Client shall indemnify Freeely against Losses suffered or incurred by Freeely arising out of or in connection with: (a) any claim or allegation made by a third party against Freeely that Client Uploads infringe the Intellectual Property Rights of a third party; (b) any claim or allegation made by a third party or any governmental or regulatory authority against Freeely that Client Uploads breach Data Protection Laws or any Applicable Laws governing confidential, secret or classified information; and/or (c) use of or allowing access to Freeely Technology outside of the scope permitted by the Agreement.

5.     11.5  In respect of any claim under the indemnities (Claim): (a) as soon as reasonably practicable, the indemnified Party (Indemnified Party) shall give written notice of the Claim to the indemnifying Party (Indemnifying Party), specifying the nature of Claim in reasonable detail; (b) (unless a regulatory reason would prevent it from doing so, for example Data Protection Laws) Indemnified Party shall give the Indemnifying Party sole authority to defend or settle Claim; (c) Indemnified Party shall not make any admission of liability, agreement or compromise in relation to Claim without the prior written consent of Indemnifying Party (not to be unreasonably conditioned, withheld or delayed); (d) Indemnified Party shall give Indemnifying Party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its Representatives, and to any relevant assets, accounts, documents and records within the power or control of the Indemnified Party, so as to enable the Indemnifying Party and its professional advisers to examine them and to take copies (at Indemnifying Party’s expense) for the purpose of assessing Claim; and (e) at Indemnifying Party’s expense take such action as Indemnifying Party may reasonably request to avoid, dispute, compromise or defend the Claim.

6.     11.6  Nothing in this clause 11 shall restrict or limit the general obligation at law to mitigate any Losses it may suffer or incur as a result of an event that may give rise to a Claim.

7.     11.7  Freeely may upon notification of a Claim (or at any time): (a) disable Client’s use of Platform (in whole or in part depending on the nature of Claim) until such time as Freeely is reasonably satisfied that Freeely has the requisite rights to provide Platform; (b) procure the right for Client to continue using Platform; or (c) replace or modify Platform so that it becomes non-infringing, but if such remedies are not reasonably available to Freeely, Freeely may withdraw the Platform from use on reasonable notice to Client.

12. LIMITATIONS & EXCLUSIONS

1.     12.1  The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

2.     12.2  Nothing in the Agreement limits any liability: (a) for death or personal injury caused by negligence; (b) for fraud or fraudulent misrepresentation; (c) Client’s obligation to pay the Charges; or (d) anything else which cannot be limited or excluded under Applicable Laws.

3.     12.3  Subject to clauses 12.2 and 12.4 each Party’s total liability to the other Party under this Agreement and each individual Professional Supply Contract shall not exceed the following: (a) for a breach of the Client Platform Terms: the greater of £5,000 or 125% x the Freeely Fees paid or payable to Freeely by Client under the Client Platform Terms in the 12 months preceding the event giving rise to the claim (General Cap); and/or (b) for a breach of a Professional Supply Contract (on a per Project/Professional Supply Contract basis): the greater of £500 or 125% x the Freeely Fee for the Project (Project Cap). The General Cap shall be reduced by any amounts paid under the Project Cap.

4.     12.4  Subject to clause 12.2, the following types of loss are excluded: (a) indirect and consequential loss; (b) loss of profits, sales or business, agreements or contracts; (c) anticipated savings; (d) wasted expenditure; (e) loss of use or corruption of software, data or information.

5.     12.5  Nothing in the Agreement, any Professional Supply Contract or a SOW shall make Freeely responsible to the Client or any third party for a Professional’s performance of their services or deliverables provided by them. The Client’s recourse is as a third party beneficiary under the Professional Contract.

6.     12.6  Any claims under the Agreement by Client must be brought within one year of Client or Client’s Representatives becoming aware of the claim.

13. INSURANCE

1.     13.1  Each Party shall maintain in force insurance policies with reputable insurance companies, against all risks that would normally be insured against by a prudent businessman in connection with the risks associated with the Agreement and produce to the other Party on demand full particulars of that insurance.

2.     13.2  If the Order Form states that Client will benefit from IR35 insurance, Client shall comply with, and benefit from, a policy at http://workfreeely.com/ir35-insurance (IR35 Insurance). In which case, and notwithstanding any other clause in the Freeely Client Terms, Client's sole and exclusive remedy against Freeely for any liability, tax, interest, penalty or expense in connection with an Outside IR35 assignment, save where the liability, tax, interest, penalty or expense is caused by Freeely’s deliberate breach of its obligations under the Off-Payroll Working Rules in connection with Client. Client acknowledges and agrees that because of the benefits available to it via the IR35 Insurance, the foregoing is reasonable.

14. DISPUTE RESOLUTION

14.1 The Parties shall ensure that Freeely Contact and Client Contact shall use their best efforts to negotiate and settle any dispute or difference that may arise out of or relate to the provision of Platform or the provision of any other Services before resorting to legal action. They shall use good faith efforts to resolve their dispute. This clause 14 shall apply to any and all disputes under the Agreement and any Professional Supply Contract.

2.     14.2  If any such dispute or difference is not resolved through discussion between Freeely Contact and Client Contact within two weeks, the dispute shall be referred an appropriately senior person at Client and a member of Freeely executive team for further discussion.

3.     14.3  If any such dispute or difference is not resolved by those persons within a further three weeks of referral, either Party may ask the other to enter into mediation in good faith to settle such a dispute and shall do so in accordance with the CEDR Model Mediation Procedure.

4.     14.4  To initiate the mediation a Party must give notice in writing (ADR Notice) to the other Party, referring the dispute to mediation. A copy of the referral should be sent to CEDR. Unless otherwise agreed within 14 days of notice of the dispute to CEDR, the mediator will be nominated by CEDR. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR Notice. The Party submitting the ADR Notice shall pay the costs of the mediator.

5.     14.5  If at any time during the processes outlined in this clause 14 the Parties reach agreement on the resolution of the dispute or difference, such agreement shall be recorded in writing and once signed by the Parties’ authorised representatives, it shall be final and binding on the Parties.

15. TERMINATION

1.     15.1  Either Party may terminate the Agreement and Client’s use of Platform at any time for convenience by giving three months’ written notice to the other Party. Any individual Professional Supply Contract can be terminated for convenience by giving the notice set out in the SOW. All Charges are payable during any notice period under the Agreement or any individual Professional Supply Contract.

2.     15.2  Either Party may terminate the terminate the Agreement and Client’s use of Platform, with immediate effect, by giving written notice to the other Party if: (a) the other Party commits a material breach of the Agreement which is not capable of remedy (or is capable of remedy, but which the other Party fails to remedy within 30 days of receiving notice specifying the breach and requiring the breach to be remedied); or (b) the other Party repeatedly breaches any of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the agreement between the Parties.

3.     15.3  Either Party may terminate the Agreement and Client’s use of Platform, with immediate effect, by giving the other Party notice if: (a) such other Party becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA) or obtains a moratorium under Part A1 of the IA; (b) such other Party ceases or threatens to cease to carry on the whole or a substantial part of its business; (c) any distress or execution shall be levied upon such other Party’s property or assets; (d) such other Party shall make or offer to make any voluntary arrangement or composition with its creditors; (e) any resolution to wind up such other Party (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) shall be passed, any petition to wind up such other Party shall be presented and not withdrawn or dismissed within seven days or an order is made for the winding up of such other Party; (g) such other Party is the subject of a notice of intention to appoint an administrator, is the subject of a notice of appointment of an administrator, is the subject of an administration application, becomes subject to an administration order, or has an administrator appointed over it; (Freeely) a receiver or administrative receiver is appointed over all or any of such other Party’s undertaking property or assets; (i) any bankruptcy petition is presented, or a bankruptcy order is made, against such other Party; (j) an application is made for a debt relief order, or a debt relief order is made in relation to such other Party; (k) such other Party is dissolved or otherwise ceases to exist; or (l) the equivalent of any of these events occurs in relation to such other Party under Applicable Laws.

4.     15.4  For the purposes of clause 15.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all material respects other than as to the time of performance.

5.     15.5  Termination or expiry of the Agreement (howsoever occurring) shall not affect either of the Parties’ accrued rights or liabilities, or the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination or expiry.

6.     15.6  On termination or expiry of the Agreement: (a) Client shall promptly pay Freeely any outstanding sums owing to Freeely under the Agreement; (b) all licences and authorisations granted to Client and/or Client Users by Freeely under the Agreement will terminate; and (c) Client shall promptly return or delete (on Freeely’s direction) all Freeely Confidential Information.

7.     15.7  Termination or expiry of the Agreement shall also terminate all Professional Supply Contracts under it. If agreed by Freeely, Client may be given run off access to the Platform (without the ability to enter into contracts for new projects) to support an orderly end to Projects. Client shall pay Freeely’s reasonable charges for such support, which shall be no longer than 45 days.

16. FORCE MAJEURE & DELAY

1.     16.1  Freeely shall not be liable for any breach of the Agreement, or any Professional Supply Contract directly or indirectly caused by circumstances beyond Freeely’s reasonable control, and which prevent Freeely from performing its obligations.

2.     16.2  Client acknowledges and agrees that non-performance of any supplier of services to Freeely is not within the reasonable control of Freeely and that if such supplier suffers an outage or other event this shall not be a breach of the Agreement by Freeely. Freeely shall use reasonable endeavours to work the problem and achieve a work-around as soon as reasonably practical should this occur, keeping Client fully and promptly informed.

17. MODERN SLAVERY

1.     17.1  In performing their obligations under the Agreement, each Party shall comply with all applicable anti-slavery and human trafficking laws, statutes and regulations including the Modern Slavery Act 2015.

2.     17.2  Each Party warrants that at the date of the Agreement it has not been convicted of any offence involving slavery and human trafficking; nor has it been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of, or in connection with, slavery and human trafficking.

3.     17.3  Breach of this clause 17 shall be deemed a material breach of the terms of the Agreement which is irremediable.

18. ANTI-BRIBERY AND CORRUPTION

1.     18.1  Each Party agrees to: (a) comply with Applicable Laws relating to anti-bribery and anti-corruption including the Bribery Act 2010 (Bribery Act); (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act (as amended) if such activity, practice or conduct had been carried out in the United Kingdom; and (c) promptly report to, respectively, the other Party’s CEO or Chair, any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of the Agreement.

2.     18.2  Breach of this clause 18 shall be deemed a material breach of the terms of the Agreement which is irremediable.

19. ANTI-FACILITATION OF TAX EVASION

1.     19.1  Each Party shall: (a) not engage in any activity, practice or conduct which would constitute a tax evasion facilitation offence under the Criminal Finances Act 2017; (b) have and shall maintain such policies and procedures as are reasonable in all the circumstances to prevent the facilitation of tax evasion by another person; and (c) promptly report to the other Party any relevant request or demand received from a third party to facilitate the evasion of tax in connection with the performance of the Agreement.

2.     19.2  Breach of this clause 19 shall be deemed a material breach of the terms of the Agreement which is irremediable.

20. IMPORT TAX, EXPORT & SANCTIONS

20.1 Each Party shall comply with Applicable Laws relating to import and export and trade sanctions.

21. GENERAL

1.     21.1  Headings shall not affect interpretation.

2.     21.2  Interpretation of general words shall not be restricted by words indicating a particular class or particular examples.

3.     21.3  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

4.     21.4  A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

5.     21.5  A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

6.     21.6  A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

7.     21.7  A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

8.     21.8  Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

9.     21.9  No variation of the Agreement shall be effective unless it is in writing and signed by or on behalf of each Party.

10.  21.10  Freeely may assign, transfer, grant any security interest over or hold on trust any of its rights or obligations under the Agreement or any interest in them. Nothing in the Agreement shall prevent Freeely from entering into any agreement or arrangement in relation to any fundraising or public offering.

11.  21.11  Freeely may engage any third party to perform its obligations under the Agreement, provided that Freeely shall remain fully liable to Client for performance of such obligations (subject to the exclusions and limitations in the Agreement).

12.  21.12  Client shall not, without the written consent of Freeely (which shall not be unreasonably withheld or delayed) assign or transfer any of its rights or obligations under the Agreement to any third party which is not a Group Company.

13.  21.13  The Agreement is the entire agreement between the Parties, and replace all previous agreements and understandings between them, relating to its subject matter.

14.  21.14  Nothing in the Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the Parties. Neither Party shall have the authority to bind the other Party or to contract in the name of, or create a liability against, the other Party in any way or for any purpose.

15.  21.15  Unless set out in this Agreement, the Parties do not intend any third party to have the right to enforce any provision of the Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

16.  21.16  Notices to terminate shall be in writing and delivered by hand or sent by recorded delivery post to the relevant Party at its registered/usual business address. Without evidence of earlier receipt, notices are deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by recorded delivery, at 9.00 am on the second UK business day after posting; and (c) in the case of post, it shall be sufficient to prove that the notice was properly addressed and posted.

17.  21.17  Any other notices and communications under the Agreement may be delivered in writing and/or by email, but not by messaging platforms (for example, WhatsApp, Slack, Zoom, Teams, etc).

18.  21.18  If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part- provision of the Agreement is deemed deleted, Freeely may replace it with a provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

19.  21.19  No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by Applicable Laws shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20.  21.20  The rights and remedies expressly conferred by the Agreement are cumulative and additional to any other rights or remedies a Party may have.

21.  21.21  Expiry or termination of the Agreement (howsoever occurring) shall not affect either of the Parties’ accrued rights or liabilities, or the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination or expiry.

22.  21.22  Neither Party may commence any court proceedings in relation to any dispute or difference between Freeely and Client arising out of the Agreement until it has attempted to settle the dispute by mediation as set out in clause 14 and either the mediation has terminated or the other Party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay. (Nothing in clause 14 shall prevent a Party from seeking relief to protect its Intellectual Property Rights or Confidential Information.)

23.  21.23  The Agreement and any non-contractual obligations arising in connection with it are governed by and construed in accordance with English law, and the courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising in connection with the Agreement, including disputes relating to any non-contractual obligations.

Part B: Professional Supply Terms

Unless terms are specifically defined in these Professional Supply Terms, they will have the meaning given to them in the Client Platform Terms. The Client Platform Terms are incorporated into the Professional Supply Contract.

1. Effective Date

1.     1.1  With effect from the point the Platform records the agreed SOW, Freeely and Client agree to be bound by these Professional Supply Terms, and a single Professional Supply Contract is formed directly between Freeely and Client for the Project set out in the SOW. (At the same time, a separate single Professional Contract is formed directly between Professional and Freeely subject to the Professional Terms.)

2.     1.2  The term of the Professional Supply Contract is the period of the Project as set out in the SOW, subject to any extensions or early termination in accordance with this Professional Supply Contract.

2. Services

1.     2.1  Freeely shall procure that the Professional shall deliver to Client: (a) the services set out in SOW; and (b) all other obligations of Professional set out in these Professional Supply Terms (Project Services), and any amendments and/or additions to the Project Services that may be agreed between Client and Professional and recorded in an updated SOW in the Platform.

2.     2.2  In performing obligations under this Professional Supply Contract, Professional shall at all times: (a) apply such time, attention and skill as may be necessary for the due and proper performance of the Project Services to the standard to be expected of a professionally experienced supplier of services similar to the Project Services; (b) ensure that, when providing the Project Services, it does not interfere with the activities of Client, its employees, agents, suppliers or customers except as reasonably necessary to carry out the Project Services, and co-operates with any other suppliers of products and services which may need to interface with, or be used in conjunction with, the Project Services; (c) ensure that all written information and materials given by Professional to Client are or were accurate when given; and (d) comply with all Applicable Laws and Client policies and procedures from time to time insofar as they are relevant to the Project Services and have been provided to Professional, including all relevant security and code of conduct policies.

3.     2.3  Professional has the unfettered right to substitute/sub-contract to any other person in relation to the delivery of the Project Services. Under the Professional Contract, Professional shall ensure such person possesses the necessary skills, qualifications and experience necessary to deliver the Project Services.

4.     2.4  Under the Professional Contract, Professional shall remain liable for all acts and omissions of substitutes/sub-contractors (including ensuring compliance with Client policies) and be responsible for payment of their charges, compensation, benefits and/or expenses (as applicable).

5.     2.5  Either Client or Professional may end Professional’s delivery of the Project Services by giving the notice for convenience set out in the SOW (and this Professional Supply Contract shall terminate at the end of the notice period).

6.     2.6  If Professional is Materially Unavailable during the Project, Client shall notify Freeely in writing. Materially Unavailable means that the Professional has failed to respond to a communication for more than one week. Freeely and Client shall assess the reason for the Professional being Materially Unavailable, acting in good faith, and taking into account the reason for the Professional being Materially Unavailable (e.g., due to an event beyond Professional’s reasonable control or accident or illness of Professional or their dependents). If there is no reasonable justification, Client may terminate the Professional Supply Contract immediately.

3. Professional Fees & Freeely Fees

1.     3.1  The Professional Fees and Freeely Fees (Project Fees) are set out in the Platform. Client shall deposit the Project Fees in advance via payment partner in accordance with the timetable set out in the SOW. The payment partner integration enables payment partner to hold Professional Fees and release to Professional in accordance with the timetable/milestones in set out in the SOW.

2.     3.2  Client acknowledges that under the Conduct Regulations Freeely may not withhold from Professional any payment due because of any failure by Client to pay the Professional Fees. Payment partner will release the Project Fees in arrears to Professional and Freeely in accordance with the timetable/milestones set out in the SOW. Therefore, if Client fails to pay any Project Fees under clause 3.1, the Professional Supply Contract shall terminate with immediate effect (and Freeely shall terminate the corresponding Professional Contract) with immediate effect.

3.     3.3  If the Professional Supply Contract is subject to the Off-Payroll Working Rules, Freeely shall procure compliance with the obligations of the fee payer under the Off-Payroll Working Rules.

4.     3.4  If the Professional Supply Contract is subject to the Off-Payroll Working Rules, Client shall using reasonable care as set out at https://www.gov.uk/hmrc-internal-manuals/employment-status-manual/esm10014, including to: (a) monitor if working practices change and if they do, provide an updated Status Determination Statement to Freeely and Professional; and (b) follow its Client Led Disagreement Process should any Professional challenge the Status Determination Statement.

5.     3.5  The Project Fees do not include applicable VAT, which Client shall pay, in addition to the Project Fees, at the rate prevailing on the date that the relevant Project Services were supplied, and in the manner prescribed by Applicable Laws.

6.     3.6  Freeely shall be solely responsible for all other taxes, national insurance or other withholdings or contributions which may be payable out of, or as a result of the receipt of, any Freeely Fees.

7.     3.7  Save where withheld under the Off-Payroll Working Rules, Professional and not Freeely is solely responsible for all other taxes, national insurance or other withholdings or contributions which may be payable out of, or as a result of the receipt of, any Professional Fees.

8.     3.8  Subject to clause 3.9, Freeely shall indemnify Client against all liability, assessment or claim by HMRC for any National Insurance contributions, income tax or apprenticeship levy where such liability, assessment or claim arises or is made in connection with payment to the Professional of the Professional Fee. This indemnity expressly does not include: (a) responding to an enquiry against Professional or Client conducted under Part 2, Chapter 8 or Part 2, Chapter 10 of Income Tax (Earnings and Pensions) Act 2003 or NIC Social Security Contributions (Intermediaries) Regulations 2000 relating to the status of any Professional under the Off-Payroll working (OPW Enquiry); (b) any taxes and interest owed in respect of a PSC Professional for which HMRC or any court hold Client accountable following an OPW Enquiry; (c) any penalties for which HMRC hold Client liable following an OPW Enquiry.

9.     3.9  The indemnity at clause 3.8 shall not apply to the extent that the liability, assessment or claim by HMRC results from (or liability, assessment or claim by HMRC are increased because of): (a) any act, omission, default, delay, negligence or breach of the OPW Rules by Client (including a failure to take reasonable care (as described in https://www.gov.uk/hmrc-internal-manuals/employment-status-manual/esm10014) and a failure to comply with the client led disagreement process (as described in https://www.gov.uk/hmrc-internal-manuals/employment-status- manual/esm10015)); and/or (b) any fraudulent information or document provided by or on behalf of Client or Affiliates (as described in https://www.gov.uk/hmrc-internal-manuals/employment-status-manual/esm10023).

10.  3.10  Client shall indemnify Freeely against all liability, assessment or claim by HMRC where such liability, assessment or claim arises or is made in connection with: (a) any act, omission, default, delay, negligence or breach of the OPW Rules by Client (including a failure to take reasonable care (as described in https://www.gov.uk/hmrc-internal- manuals/employment-status-manual/esm10014) and a failure to comply with the client led disagreement process (as described in https://www.gov.uk/hmrc-internal-manuals/employment-status-manual/esm10015)); and/or (b) any fraudulent information or document (as described in https://www.gov.uk/hmrc-internal-manuals/employment-status- manual/esm10023).

11.  3.11  Freeely and Client shall co-operate with each other and insurers in relation to any query relating to a PSC Professional and the OPW Rules. If Client receives any communication (written or verbal) from HMRC in connection with the OPW Status of a PSC Professional, Client shall inform Freeely in writing within five working days. Client agrees that any delay may prejudice the response of any applicable insurance.

4. Intellectual Property Rights

1.     4.1  Intellectual Property Rights means all vested and future rights of copyright and related rights, design rights, database rights, patents, rights to inventions, trade marks and get-up (and goodwill attaching to those trade marks and that get up), domain names, social media assets, applications for and the right to apply for any of the above, moral rights, goodwill (and the right to sue for passing off and unfair competition), rights in know-how, rights in confidential information, rights in computer software, and any other intellectual or industrial property rights or equivalent forms of protection, whether or not registered or capable of registration, and all renewals and extensions of such rights, whether now known or in future subsisting in any part of the world.

2.     4.2  Freeely shall procure that the Professional directly: (a) assigns to Client all Intellectual Property Rights in any original works created specifically for Client as part of the Project Services; and (b) grants to Client a non-exclusive, worldwide, perpetual and irrevocable licence to copy, store, distribute, publish, adapt, edit and otherwise use any deliverables not assigned under 4.2 for any and all purposes whatsoever.

3.     4.3  Unless otherwise agreed in writing by Client, Freeely shall procure that Professional shall ensure that any third-party materials are licensed to Client in accordance with the relevant licensor's standard licensing terms and such terms are made available to Client. Before using any third-party materials Professional shall seek approval from Client.

4.     4.4  To the maximum extent permitted by applicable laws, Freeely shall procure that Professional shall procure that any individuals involved in the provision of the Services have irrevocably and unconditionally waived all moral rights (including rights of paternity and rights of integrity) in respect of any deliverables.

5.     4.5  Freeely shall procure that Professional will use reasonable endeavours to do or procure the doing of all acts and execute or procure the execution of all documents that Client may reasonably request from time to time in order to perfect or confirm Client's ownership of the rights assigned by this Professional Supply Contract.

6.     4.6  Client shall grant to Professional a non-exclusive, worldwide, perpetual and irrevocable licence to copy, store, adapt, edit and otherwise use any materials provided by or on behalf of Client as necessary to carry out the Project Services.

5. Confidential Information

5.1 Confidential Information means all confidential or proprietary information (however recorded or preserved) that is disclosed or made available in any manner (in writing, orally or by access to computer systems or making available data files or in metadata) whether before or after the entry into the Professional Supply Contract, directly or indirectly, by or on behalf of the Client to the Professional. Confidential Information shall include: (a) details of relationships or arrangements or requirements of Client, including terms of business and pricing/purchasing arrangements in force or under discussion; (b) content of Client intranet (including policies, internal business materials, proposals, training materials and contact databases); (c) details of the Client’s business methods and methodology, finances, prices or pricing strategy, marketing or development plans or strategies or forecasts, research and development information; (d) information divulged to Client by any third party in confidence; (e) the identity of any prospective client of Client and details of any discussions with prospective clients (including any proposals); (f) personal information about any of Client’s directors, employees and other staff; (g) personal information about directors, employees or other staff any of

Client’s clients or prospective clients; (Freeely) trade secrets and other information or knowledge which a reasonable person would believe to be of a confidential or secretive nature; (i) ideas and concepts whether patentable or not; (j) software, software development tools, source code, engineering information and hardware; and (k) deliverables produced by Professional.

2.     5.2  In consideration of Client making available the Confidential Information to the Professional, Freeely shall procure that the Professional undertakes to the Client that it shall: (a) keep the Confidential Information secret and confidential; (b) not use or exploit the Confidential Information in any way, except for or in connection with, the Project; (c) establish and maintain reasonable security measures to provide for the safe custody of, and to prevent unauthorised access to, the Confidential Information disclosed to it at least to the standards that it would adopt for its own Confidential Information; and (d) only make disclosure of the Confidential Information in accordance with clause 5.3. Any other disclosure can only be made with the Client's prior written consent.

3.     5.3  The Professional may disclose the Confidential Information to the minimum extent required by any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction under Applicable Laws.

4.     5.4  The obligations set out in clause 5.2 shall not apply, or shall stop applying, to Confidential Information which the Professional can show to the Client's reasonable satisfaction: (a) that it is, or has become generally available to the public other than as a direct or indirect result of the information being disclosed by the Professional in breach of the Professional Supply Terms; (b) was already lawfully known to the Professional before it was disclosed by the Client; (c) has been received by the Professional from a third party source that is not connected with the Client and that such source was not under any obligation of confidence in respect of that information; or (d) was independently developed by it without access to or use of any of the Confidential Information (whether in unaided retained memory or otherwise).

5.     5.5  Nothing in this Professional Supply Contract shall prevent any person from reporting any reportable offence to the relevant authorities.

6.     5.6  If requested by the Client at any time, Freeely shall procure that the Professional shall immediately destroy or return to the Client all documents and other records of the Confidential Information that have been supplied to or generated by the Professional. If the Confidential Information is stored in electronic form, the Professional shall erase all such Confidential Information from its computer and communications systems and devices used by it (to the extent reasonably technically practicable).

7.     5.7  Without prejudice to any other rights or remedies that Client may have, Professional acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this clause 5. Accordingly, each Client shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this clause 5.

8.     5.8  The Professional shall be responsible for any unauthorised disclosure or use by its Representatives of the Client’s Confidential Information, other than if such unauthorised disclosure or use was beyond its reasonable control.

6. Data Protection

1.     6.1  Data Protection Laws means the GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and any other UK Laws relating to personal data.

2.     6.2  GDPR means (a) the European Union General Data Protection Regulation (EU) 2016/679 on data protection and privacy for all individuals within the European Union (EU) and the European Economic Area; (b) the GDPR as incorporated into United Kingdom (UK) law by the Data Protection Act 2018 and amended by the Data Protection, Privacy and Electronic Communications (Amendments, etc.) (EU Exit) Regulations 2019 (each as amended, superseded, or replaced); and (c) any other data protection laws or regulations modelled on GDPR under Applicable Laws.

3.     6.3  Freeely shall procure that Professional acknowledges that for the purposes of the Data Protection Laws, Client is the controller and Professional is a processor. To the extent Professional processes personal data on behalf of Client, the subject matter and the duration of the processing are as set out in the SOW. The nature and purpose of the processing are as set out in the SOW. The type of personal data being processed is as set out in the SOW or otherwise determined by Client, and which may include, but is not limited to, the following categories of data subjects: prospects, customers, business partners and vendors of Client (who are natural persons); employees or contacts of Client’s prospects, customers, business partners and vendors; employees, agents, advisers and freelancers of Client (who are natural persons). The rights and obligations Client in connection with the data processing activities are as set out in the SOW and this Professional Supply Contract.

4.     6.4  Freeely shall procure that Professional shall, in relation to any personal data processed in relation to the Project Services (Project Personal Data): (a) process that Project Personal Data only on written instructions of Client; (b) keep Project Personal Data confidential; (c) comply with Client's reasonable instructions with respect to processing Project Personal Data; (d) not transfer any Project Personal Data outside of the UK without Client's prior written consent (and Client consents to any transfers based on a mechanism approved by the GDPR unless more stringent requirements are set out in its relevant security policy); (e) assist Client at Client's cost in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities; (f) notify Client without undue delay on becoming aware of a Project Personal Data breach or communication which relates to Client's compliance with the Data Protection Laws; (g) at the written request of Client, delete or return Project Personal Data and any copies on expiry or termination of the Professional Supply Contract unless required by the Data Protection  Laws to retain the Project Personal Data; and (Freeely) maintain complete and accurate records and information to demonstrate compliance with this clause 6.4 and allow for audits by Client or Client's designated auditor.

5.     6.5 Freeely shall procure that Professional shall ensure that it has in place appropriate technical or organisational measures, which may be reviewed and approved by Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

Part C: Marketplace Terms

The current version of the Marketplace Terms at http://workfreeely.com/Marketplace-Terms.

FREEELY Client Terms V1. 11-19-24